It is proposed to develop a novel instrument for a broad area of biomedical research and clinical studies. This instrument is deigned for a real time, non-invasive microscopic imaging. The proposed apparatus consists of a laser system, a microscope, and detection system. A modern spectroscopic technique - coherent anti-stokes raman scattering - is suggested as a non-invasive probe. A novel laser and optical design is described and evaluated. A new microscopic arrangement for raman imaging is proposed in order to improve spatial resolution. Several novel detection schemes, incorporating both state-of-the-art scientific knowledge and technical achievements are suggested. A prototype of instruments is designed and will be constructed. Technical specifications for the proposed instrument will be determined. The developed instrument will be used at the University of Wisconsin-Milwaukee for biophysical studies of cellular processes.